What changed in this filing

/stocks — the workspaceLOADING

Item 1. Financial Statements

2024-05-14 compared with 2024-02-14 · 542 added, 356 removed, 541 unchanged (62% of the section changed)

5 unchanged sentences

receivables, net - related party

receivables, net

expenses and other current assets

11 unchanged sentences

current liabilities

payable to bank

operating lease liabilities

long-term liabilities

Protection Program Loans

Revenue - long-term

2 unchanged sentences

Stockholders’

stock , $ 0.001 par value, 10,000,000 shares authorized, Series 1, 3,000,000 shares authorized, 2,408,053 shares issued and 2,343,953

shares outstanding as of December 31, 2023 and 2,293,016 shares issued and 2,228,916 shares outstanding as of September 30, 2023

(liquidation value of $ 10 per share)

C, 100,000 shares authorized, 50,000 shares issued and outstanding at December 31, 2023 and September 30, 2023

Preferred stock , $ 0.001 par value, 10,000,000 shares

authorized, Series 1, 3,000,000 shares authorized, 2,408,053 shares issued and 2,272,002 shares outstanding as of March 31, 2024 and 2,293,016

shares issued and 2,228,916 shares outstanding as of September 30, 2023 (liquidation value of $ 10 per share)

Series C, 100,000 shares authorized, 50,000 shares

issued and outstanding at March 31, 2024 and September 30, 2023

Preferred stock, value

stock, $ 0.001 par

value, 50,000,000 shares

authorized, 1,055,636 shares

issued and outstanding at December 31, 2023 and 1,045,783

shares issued and outstanding at September 30, 2023

Common stock, $ 0.001 par value, 50,000,000 shares

authorized, 1,055,636 shares issued and outstanding at March 31, 2024 and 1,045,783 shares issued and outstanding at September 30, 2023

paid-in capital

1 unchanged sentence

( 64,125,895 )

stock, 64,100 shares of Series 1 Preferred Stock at December 31, 2023 and September 30, 2023

Treasury stock, 136,051 shares of Series 1 Preferred

Stock at March 31, 2024 and 64,100 shares of Series 1 Preferred Stock at September 30, 2023

other comprehensive income

6 unchanged sentences

the three months ended

the six months ended

and administrative

1 unchanged sentence

operating expenses

(loss)/income

( 1,032,141 )

( 1,770,513 )

( 1,546,563 )

(expense)/income

1 unchanged sentence

( 1,335,138 )

( 1,176,487 )

( 2,463,372 )

other (expense)/income, net

3 unchanged sentences

( 2,723,824 )

( 3,650,514 )

from Continuing operations

1 unchanged sentence

( 2,894,579 )

( 3,650,514 )

Income/(loss)

3 unchanged sentences

( 2,873,624 )

loss in noncontrolling interest

( 6,875,903 )

(loss)/income in noncontrolling interest

loss attributable to Cemtrex, Inc.

1 unchanged sentence

$ ( 594,794 )

Income/(loss) per share -

Basic & Diluted

$ ( 2,680,705 )

$ ( 6,872,005 )

(Loss)/income

per share - Basic & Diluted

Average Number of Shares-Basic & Diluted

1 unchanged sentence

the three months ended

the six months ended

comprehensive loss

1 unchanged sentence

$ ( 539,529 )

currency translation gain

$ ( 2,873,624 )

$ ( 6,875,903 )

currency translation loss

Comprehensive

1 unchanged sentence

( 3,176,546 )

comprehensive income attributable to noncontrolling interest

( 6,969,552 )

comprehensive income/(loss) attributable to noncontrolling interest

Comprehensive

2 unchanged sentences

$ ( 801,482 )

$ ( 3,369,465 )

$ ( 6,973,450 )

accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

1 unchanged sentence

Consolidated Statement of Stockholders’ Equity

Comprehensive

Stockholders’

Treasury Stock,

1 Preferred Stock

Comprehensive

Stockholders’

1 Preferred Stock

at September 30, 2023

3 unchanged sentences

paid in Series 1 preferred shares

Income/(loss)

attributable to noncontrolling interest

5 unchanged sentences

$ ( 148,291 )

currency translation loss

$ ( 530,686 )

of treasury stock

attributable to noncontrolling interest

issued to pay for services

$ ( 1,473,211 )

( 1,473,211 )

at March 31, 2024

$ ( 66,806,600 )

$ ( 217,996 )

accompanying notes are an integral part of these unaudited condensed consolidated financial statements .

1 unchanged sentence

Consolidated Statement of Stockholders’ Equity (Continued)

Treasury Stock,

Comprehensive

Stockholders’

1 Preferred Stock

at September 30, 2022

1 unchanged sentence

$ ( 148,291 )

$ ( 54,929,020 )

$ ( 148,291 )

currency translation gain

1 unchanged sentence

paid in Series 1 preferred shares

Income/(loss)

attributable to noncontrolling interest

4 unchanged sentences

$ ( 148,291 )

Balance, value

$ ( 61,206,231 )

$ ( 148,291 )

currency translation loss

$ ( 317,218 )

rounding shares issued for reverse stock split

attributable to noncontrolling interest

issued to pay for services

$ ( 594,794 )

at March 31, 2023

$ ( 61,801,025 )

$ ( 148,291 )

Balance, value

$ ( 61,801,025 )

$ ( 148,291 )

accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

1 unchanged sentence

Consolidated Statements of Cash Flows

the three months ended

the six months ended

Flows from Operating Activities

5 unchanged sentences

lease expense

Income tax expense

expense paid in equity shares

Accounts payable paid in equity shares

payable paid in equity shares

interest on notes payable

royalty income

on marketable securities

of original issue discounts on notes payable

of loan origination costs

Changes in operating

assets and liabilities net of effects from acquisition of subsidiaries:

in operating assets and liabilities net of effects from acquisition of

subsidiaries:

( 2,317,074 )

( 1,870,729 )

receivables - related party

expenses and other current assets

( 2,072,392 )

payable - related party

12 unchanged sentences

from sale of property and equipment

from sale of marketable securities

in MasterpieceVR

cash used by by investing activities - continuing operations

cash provided by investing activities - discontinued operations

cash used by investing activities

7 unchanged sentences

on bank loans

of treasury stock

cash provided by/(used by) financing activities

3 unchanged sentences

( 4,067,749 )

cash attributed to discontinued operations

cash equivalents, and restricted cash at beginning of period

cash equivalents, and restricted cash at end of period

accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

and Subsidiaries

Consolidated Statements of Cash Flows (Continued)

Sheet Accounts Included in Cash, Cash Equivalents, and Restricted Cash

1 unchanged sentence

cash, cash equivalents, and restricted cash

accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

and Subsidiaries

Consolidated Statements of Cash Flows (Continued)

Disclosure of Cash Flow Information:

2 unchanged sentences

Schedule of Non-Cash Investing and Financing Activities

issued to pay for services

issued to pay notes payable

10 unchanged sentences

Company’s reporting segments consist of Security and Industrial Services.

Additionally, the Company’s operational structure

also reports unallocated corporate expenses.

Security segment operates under the brand of its majority owned subsidiary, Vicon Industries, Inc.

42 unchanged sentences

Proforma adjustments

for the three months ended December 31, 2022, includes $ 63,900 of depreciation expense from acquired fixed assets, $ 33,400 of interest

expense on the debt used in the acquisition.

The pro forma summary uses estimates and assumptions based on information available at the

Management believes the estimates and assumptions to be reasonable; however, actual results may have differed significantly

from this pro forma financial information.

The pro forma information does not reflect any cost savings, operating synergies or revenue

enhancements that might have been achieved from combining the operations.

The unaudited pro forma summary is provided for illustrative

purposes only and does not purport to represent the Company’s actual consolidated results of operations had the acquisition been

completed as of the date presented, nor should it be considered indicative of the Company’s future consolidated results of operations.

for the three months ended March 31, 2023, includes $ 63,900 of depreciation expense from acquired fixed assets, $ 32,460 of interest expense

on the debt used in the acquisition, and $ 41,331 of income tax expense.

Proforma adjustments for the six months ended March 31, 2023,

includes $ 127,800 of depreciation expense from acquired fixed assets, $ 65,860 of interest expense on the debt used in the acquisition,

and $ 34,433 of income tax expense.

The pro forma summary uses estimates and assumptions based on information available at the time.

believes the estimates and assumptions to be reasonable; however, actual results may have differed significantly from this pro forma

financial information.

The pro forma information does not reflect any cost savings, operating synergies or revenue enhancements that

might have been achieved from combining the operations.

The unaudited pro forma summary is provided for illustrative purposes only and

does not purport to represent the Company’s actual consolidated results of operations had the acquisition been completed as of

the date presented, nor should it be considered indicative of the Company’s future consolidated results of operations.

SCHEDULE OF PRO FORMA FINANCIAL INFORMATION

three months ended

six months ended

( 6,392,032 )

22 unchanged sentences

insufficient votes represented by proxy or virtually in person to constitute a quorum thus the resolution did not pass.

to the balance sheet date, the Company has bought back 71,951 shares for $ 69,705 under the Share Repurchase Program approved on August

22, 2023, that allows the Company to repurchase shares of the Series 1 Preferred Stock through various means, including through privately

negotiated transactions and through an open market program.

The Company’s Series 1 Preferred Stock was delisted from the NASDAQ

Capital Market on January 22, 2024.

The Series 1 Preferred Stock is now quoted on the OTC Markets under the symbol “CETXP”.

January 5, 2024 and January 12, 2024, the Company bought back an aggregate of 71,951 shares for $ 69,705 under the Share Repurchase Program

approved on August 22, 2023, that allows the Company to repurchase shares of the Series 1 Preferred Stock through various means, including

through privately negotiated transactions and through an open market program.

Subsequent to the balance sheet date, these shares were

The Company’s Series 1 Preferred Stock was delisted from the NASDAQ Capital Market on January 22, 2024.

Preferred Stock is now quoted on the OTC Markets under the symbol “CETXP”.

Nasdaq filed a Form 25 on March 21, 2024.

deregistration of the Company’s Series 1 Preferred Stock under Section 12(b) of the Exchange Act will be effective for 90 days,

or such shorter period as the SEC may determine, after filing of the Form 25.

Concern Considerations

17 unchanged sentences

Company has incurred substantial losses of $ 9,196,875 and $ 13,020,958 for fiscal years 2023 and 2022, respectively, and has losses on

continuing operations for the three months ending December 31, 2023, of $ 1,314,395 and has current liabilities of $ 28,696,123

and working capital deficit of $ 2,284,787 , that raise substantial doubt with respect to the Company’s ability to continue as a

going concern.

our working capital deficit and current debt indicate a substantial doubt regarding the Company’s ability to continue as a going

concern, the Company has historically, from time to time, satisfied and may continue to satisfy certain short-term liabilities through

the issuance of common stock, thus reducing our cash requirement to meet our operating needs.

The Company has approximately $ 2.84 million

in cash as of December 31, 2023.

Additionally, the Company has (i) secured a line of credit for its Vicon brand to fund operations, which

as of December 31, 2023, has available capacity of $ 1,642,676 , (ii) sold unprofitable brands, reducing the cash required to maintain

those brands, (iii) continually reevaluate our pricing model on our Vicon brand to improve margins on those products, and (iv) has effected

a 35:1 reverse stock split on our common stock to remain trading on the Nasdaq Capital Markets, and improve our ability to potentially

raise capital through equity offerings that we may use to satisfy debt.

In the event additional capital is raised through equity offerings

and/or debt is satisfied with equity, it may have a dilutive effect on our existing stockholders.

While the Company believes these plans

if successful, would be sufficient to meet the capital demands of our current operations for at least the next twelve months, there is

no guarantee that we will succeed.

Overall, there is no guarantee that cash flow from our existing or future operations and any external

capital that we may be able to raise will be sufficient to meet our working capital needs.

The Company currently does not have adequate

cash or available liquidity/available capacity on our lines of credit to meet our short or long-term needs.

Absent an ability to raise

additional outside capital and restructure or refinance all or a portion of our debt, the Company will be unable to meet its obligations

as they become due over the next twelve months beyond the issuance date.

continuing operations for the six months ending March 31, 2024, of $ 2,894,579 and has debt obligations over the next year of $ 18,105,429

and working capital of $ 10,300,384 , that raise substantial doubt with respect to the Company’s ability to continue as a going concern.

current debt indicates a substantial doubt regarding the Company’s ability to continue as a going concern, the Company has

historically, from time to time, satisfied and may continue to satisfy certain short-term liabilities through the issuance of common

stock, thus reducing our cash requirement to meet our operating needs.

The Company has $ 2,916,120

in cash and cash equivalents as of March 31, 2024.

Additionally, the Company has (i) secured a line of credit for its Vicon brand to

fund operations, which as of March 31, 2024, has available capacity of $ 980,766 ,

(ii) continually reevaluated its pricing model on our Vicon brand to improve margins on those products, (iii) entered into an

underwriting agreement in connection with underwritten public offering, the aggregate gross proceeds to the Company were

approximately $ 10,035,000 ,

before deducting underwriting discounts and other estimated expenses payable by the Company, and (iv) entered into a Standstill

Agreement with Streeterville Capital, LLC (“Streeterville”) in which Streeterville agreed not to seek to redeem any

portion of its two outstanding notes with the Company for a period of one year expiring on April 30, 2025, in

exchange, the Company agreed to pay to Streeterville the greater of $ 4,000,000

or fifty percent ( 50 %)

of the net proceeds the Company receives from the sale of any of its common stock or preferred stock during the Standstill

the event additional capital is raised through equity offerings and/or debt is satisfied with equity, it may have a dilutive effect on

our existing stockholders.

While the Company believes these plans if successful, would be sufficient to meet the capital demands of our

current operations for at least the next twelve months, there is no guarantee that we will succeed.

Overall, there is no guarantee that

cash flow from our existing or future operations and any external capital that we may be able to raise will be sufficient to meet our

working capital needs.

As of March 31, 2024, the Company did not have adequate cash or available liquidity/available capacity on our

lines of credit to meet our short or long-term needs.

With the subsequent public offering, the Company has the ability to meet its debt

obligations for the next twelve months.

condensed consolidated financial statements do not include any adjustments relating to this uncertainty.

4 unchanged sentences

accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally

accepted in the Unites States (“US GAAP”) for interim financial information and with the instructions to Form 10-Q and Article

10 of Regulation S-X pursuant to the requirements of the U.S.

accepted in the Unites States (“U.S.

GAAP”) for interim financial information and with the instructions to Form 10-Q and

Article 10 of Regulation S-X pursuant to the requirements of the U.S.

Securities and Exchange Commission (“SEC”).

Accordingly, they

do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements.

In the opinion of management, all adjustments (consisting of normal recurring adjustments) considered necessary for a fair presentation

have been included.

The results of operations for the interim periods are not necessarily indicative of the results of operations for

the entire year.

they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial

In the opinion of management, all adjustments (consisting of normal recurring adjustments) considered necessary for a fair

presentation have been included.

The results of operations for the interim periods are not necessarily indicative of the results of operations

for the entire year.

preparation of financial statements in conformity with U.S.

7 unchanged sentences

The Company evaluates its estimates and assumptions on an ongoing basis.

prior year amounts have been reclassified for consistency with the current year presentation.

These reclassifications had no effect on

the reported results of operations.

Accounting Policies

2 of the Notes to Consolidated Financial Statements, included in the annual report on Form 10-K for the year ended September 30, 2023,

includes a summary of the significant accounting policies used in the preparation of the consolidated financial statements.

includes a summary of the significant accounting policies used in the preparation of the condensed consolidated financial statements.

Adopted Accounting Pronouncements

8 unchanged sentences

periods within that reporting period.

On October 1, 2023, the Company implemented this standard and there has been no material change

to the financial statements.

On October 1, 2023, the Company implemented this standard

and there has been no material change to the condensed consolidated financial statements.

The following table illustrates

the effect of implementation of Update 2016-13 on the condensed consolidated balance sheet:

OF EFFECT IMPLEMENTATION ON CONDENSED CONSOLIDATED BALANCE SHEET

October 1, 2023

under ASC 326

September 30,

2023 Pre-ASC 326

Impact of ASC

Trade receivables, net

Contract assets, net

Royalties receivable, net - related party

Note receivable, net - related party

Company estimates credit losses associated with our accounts receivable portfolio segment using an expected credit loss model, which

8 unchanged sentences

such as guarantees or insurance.

The allowance for credit losses were immaterial as of December 31, 2023.

The allowance for credit losses was immaterial as of March 31, 2024.

The following table illustrates

the current expected credit losses activity for the six months ended March 31, 2024:

OF EXPECTED CREDIT LOSSES ACTIVITY

October 1, 2023

March 31, 2024

Trade receivables, net

Trade receivables, net - related party

Trade receivables,

Contract assets, net

Royalties receivable, net - related party

Note receivable, net - related party

Issued Accounting Pronouncements Not Yet Effective

13 unchanged sentences

after December 15, 2023, with early adoption permitted.

The Company is currently evaluating the impact of this ASU on our financial statements.

The Company is currently evaluating the impact of this ASU on the condensed consolidated

financial statements.

November 2023, the FASB issued ASU 2023-07, “Segment Reporting (Topic 280):

6 unchanged sentences

The Company is currently evaluating the impact

of our pending adoption of ASU 2023-07 on our consolidated financial statements.

of our pending adoption of ASU 2023-07 on the condensed consolidated financial statements.

December 2023, the FASB issued ASU 2023-09, “Income Taxes (Topic 740):

7 unchanged sentences

The Company is currently

in the process of evaluating the impact of adoption on its Consolidated Financial Statements.

in the process of evaluating the impact of adoption on the condensed consolidated financial statements.

Company does not believe that any other recently issued but not yet effective accounting pronouncements, if adopted, would have a material

10 unchanged sentences

In accordance with ASC 310 – Receivables, the

Company has discounted the royalties due and during the three-month periods ended December 31, 2023, and 2022, has recognized $ 13,282 ,

and $ 4,427 , respectively, of royalties due and will amortize the remaining amount over the period the royalties are due.

Company has discounted the royalties due and has recognized $ 13,282 during the three-month periods ended March 31, 2024, and 2023, and

$ 26,563 , and $ 17,709 , during the six-month periods ended March 31, 2024, and 2023, respectively, and will amortize the remaining amount

over the period the royalties are due.

following table summarizes the loss on the sale recorded during the three months ended December 31, 2022, included in Income/(loss) from

1 unchanged sentence

SUMMARY OF LOSS ON SALE

cash and cash equivalents transferred

liabilities assumed

Purchase Price

Less cash and cash equivalents transferred

Less liabilities assumed

Net purchase price

receivable, net

expenses and other assets

and equipment, net

Accounts receivable, net

Inventory, net

Prepaid expenses and other assets

Property and equipment, net

Liabilities Transferred

loss on sale of Cemtrex Advanced Technologies, Inc, and Cemtrex XR, Inc.Companies

Accounts payable

Short-term liabilities

Long-term liabilities

Liabilities Transferred

Net assets sold

Pretax loss on sale of Cemtrex Advanced Technologies, Inc, and Cemtrex XR, Inc.Companies

$ ( 2,455,341 )

of December 31, 2023, and September 30, 2023, there were no assets or liabilities included within discontinued operations on the Company’s

of March 31, 2024, and September 30, 2023, there were no assets or liabilities included within discontinued operations on the Company’s

Condensed Consolidated Balance Sheets.

5 unchanged sentences

The net amount of $ 89,085 is recognized

on the Company’s Condensed Consolidated Income Statement as part of the Loss on Discontinued Operations.

Income/(loss)

from discontinued operations, net of tax and the loss on sale of discontinued operations, net of tax, of Cemtrex Advanced

Technologies, Inc.

and Cemtrex XR, Inc., sold during the first quarter of fiscal year 2023, which are presented in total as

discontinued operations, net of tax in the Company’s Condensed Consolidated Statements of Operations for the three month

periods ended December 31, 2023 and 2022, are as follows:

on the Company’s Condensed Consolidated Statement of Operations as part of the Loss on Discontinued Operations.

Income/(loss)from

discontinued operations, net of tax and the loss on sale of discontinued operations, net of tax, of Cemtrex Advanced Technologies, Inc.

and Cemtrex XR, Inc., sold during the first quarter of fiscal year 2023, which are presented in total as discontinued operations, net

of tax in the Company’s Condensed Consolidated Statements of Operations for the three and six month periods ended March 31, 2024

and 2023, are as follows:

SCHEDULE OF FINANCIAL STATEMENTS INCLUDED WITHIN DISCONTINUED OPERATIONS

the three months ended

Three months ended March 31,

Six months ended March 31,

Total net sales

Cost of sales

selling, general and administrative expenses

(income)/expenses

(loss) from discontinued operations

of discounted royalties

on sale of discontinued operations

Operating, selling, general and administrative expenses

Other (income)/expenses

Income (loss) from discontinued operations

Amortization of discounted royalties

Loss on sale of discontinued operations

( 2,455,341 )

of benefit obligation

tax provision

operations, net of tax

Adjustment of benefit obligation

Income tax provision

Discontinued operations, net of tax

$ ( 3,225,389 )

following table illustrates the approximate disaggregation of the Company’s revenue based off timing of revenue recognition for

the three months ended December 31, 2023 and 2022:

the three and six months ended March 31, 2024 and 2023:

OF DISAGGREGATION OF REVENUE RECOGNITION

the three months ended

March 31, 2024

March 31, 2023

March 31, 2024

March 31, 2023

For the three months ended

For the six months ended

March 31, 2024

March 31, 2023

March 31, 2024

March 31, 2023

Point-in-time

5 unchanged sentences

that could occur from common shares issuable through contingent share arrangements, stock options and warrants.

For the three months

ended December 31, 2023, and 2022, the following items were excluded from the computation of diluted net loss per common share as their

effect is anti-dilutive:

For the three and six

months ended March 31, 2024, and 2023, the following items were excluded from the computation of diluted net loss per common share as

their effect is anti-dilutive:

SCHEDULE OF COMPUTATION OF DILUTED NET LOSS PER COMMON SHARE AS ANTI-DILUTIVE EFFECT

the three months ended

the three months ended December 31, 2023 and 2022, loss per share basic and diluted for continuing operations are calculated as follows:

For the six months ended

For the three months ended

the three and six months ended March 31, 2024 and 2023, loss per share basic and diluted for continuing operations are calculated as

SCHEDULE OF LOSS PER SHARE BASIC AND DILUTED

FOR CONTINUING OPERATION

the three months

from Continuing operations

For the three months

For the six months

Loss from Continuing operations

$ ( 1,580,184 )

$ ( 553,761 )

loss in noncontrolling interest

stock dividends

loss applicable to common shareholders

$ ( 2,894,579 )

$ ( 3,650,514 )

Average Number of Shares-Basic & Diluted

per share - Basic & Diluted - Continuing Operations

Less (loss)/gain in noncontrolling interest

Preferred stock dividends

Net loss applicable to common shareholders

( 1,536,189 )

( 2,754,175 )

( 3,705,336 )

Weighted Average Number of Shares-Basic & Diluted

Loss per share - Basic & Diluted - Continuing Operations

6 – SEGMENT INFORMATION

Company reports and evaluates financial information for two reportable segments:

the Security segment and the Industrial Services

following tables summarize the Company’s reportable segment information and corporate expenses:

the Security segment and the Industrial Services segment.

following tables summarize the Company’s reportable segment information and unallocated corporate expenses:

OF SEGMENT INFORMATION

Reportable Segments

and administrative

and amortization

and development

(loss)/income

Industrial Services

ended March 31, 2024

months ended March 31, 2023

Industrial Services

Cost of revenues

Operating expenses

Sales, general, and administrative

Depreciation and amortization

Research and development

Operating income/(loss)

$ ( 743,287 )

1 unchanged sentence

$ ( 1,032,141 )

Other income/(expense)

$ ( 138,633 )

1 unchanged sentence

$ ( 448,039 )

income/(expense)

$ ( 1,265,959 )

$ ( 958,634 )

Industrial Services

ended March 31, 2024

ended March 31, 2023

Reportable Segments

Industrial Services

Cost of revenues

Operating expenses

General, and administrative

Depreciation and amortization

Research and development

Operating (loss)/income

$ ( 1,530,925 )

3 unchanged sentences

$ ( 1,846,230 )

$ ( 1,546,563 )

Other income/(expense)

$ ( 272,894 )

$ ( 186,433 )

$ ( 493,984 )

$ ( 953,311 )

$ ( 2,267,317 )

$ ( 2,103,951 )

corporate expenses mainly relate to payroll and benefits for corporate officers, investor relation expenses, accounting expenses related

audit and taxes, legal expenses related to corporate matters, and interest expense on notes payable.

7 – RESTRICTED CASH

3 unchanged sentences

with the plan.

These funds, as required by the plan are restricted in nature and amounted to $ 1,181,516 at December 31, 2023, and $ 1,019,652

These funds, as required by the plan are restricted in nature and amounted to $ 1,072,416 at March 31, 2024, and $ 919,652

at September 30, 2023.

The Company has $ 100,000 in restricted cash held in escrow pending final disbursement of expenses related to the

Heisey acquisition as of March 31, 2024 and September 30, 2023.

8 – FAIR VALUE MEASUREMENTS

23 unchanged sentences

to continue as a going concern.

Company’s fair value assets at December 31, 2023, and September 30, 2023, are as follows.

Company’s fair value assets at March 31, 2024, and September 30, 2023, are as follows.

SCHEDULE OF FAIR VALUE OF ASSETS

Quoted Prices

Identical Assets

in marketable securities (included in short-term investments)

Investment in marketable securities

(included in short-term investments)

Quoted Prices

Identical Assets

September 30,

in marketable securities (included in short-term investments)

Investment in marketable securities

(included in short-term investments)

9 – TRADE RECEIVABLES, NET

1 unchanged sentence

SCHEDULE OF TRADE RECEIVABLES, NET

for credit losses

September 30,

Trade receivables

Allowance for credit losses

Accounts receivables,

4 unchanged sentences

SUMMARY OF PREPAID AND OTHER CURRENT ASSETS

origination costs

and GST tax receivable

expenses and other current assets total

March 31, 2024

September 30, 2023

Prepaid expenses

Prepaid inventory

Deferred costs

Loan origination costs

Prepaid income taxes

VAT and GST tax receivable

Prepaid expenses and other current assets total

11 – INVENTORY, NET

net consisted of the following:

SCHEDULE OF INVENTORY, NET

OF INVENTORY, NET

September 30,

Raw materials

Work in progress

Finished goods

Inventory, net

Company maintained an allowance for obsolete inventories of $ 502,528 and $ 618,021 at December 31, 2023 and September 30, 2023, respectively.

Company maintained an allowance for obsolete inventories of $ 502,577 and $ 618,021 at March 31, 2024 and September 30, 2023, respectively.

12 – PROPERTY AND EQUIPMENT

and equipment are summarized as follows:

SUMMARY OF PROPERTY AND EQUIPMENT

and leasehold improvements

and office equipment

and equipment

OF PROPERTY AND EQUIPMENT

September 30,

Building and leasehold improvements

Furniture and office equipment

Computers and software

Machinery and equipment

Property and equipment, gross

2 unchanged sentences

( 10,490,114 )

and equipment, net

expense for the three months ended December 31, 2023, and 2022, was $ 368,301 and $ 530,830 , respectively and is recorded in general and

administrative expenses on the Company’s Condensed consolidated statements of operations.

Property and equipment, net

expense for the three and six months ended March 31, 2024 and 2023, was $ 304,889 and $ 673,190 , and $ 209,053 and $ 448,388 , respectively

and is recorded in cost of revenues and general and administrative expenses on the Company’s condensed consolidated statements

of operations.

13 – GOODWILL

in the carrying amount of goodwill, by segment, are as follows:

SCHEDULE OF GOODWILL BY SEGMENT

OF GOODWILL BY SEGMENT

Industrial Services

at September 30, 2023

at December 31, 2023

of December 31, 2023, and September 30, 2023, accumulated impairment losses of $ 3,316,000 related to the Security segment have been recorded.

Balance at September 30, 2023

Balance at March 31, 2024

of March 31, 2024, and September 30, 2023, accumulated impairment losses of $ 3,316,000 related to the Security segment have been recorded.

14 – OTHER ASSETS

8 unchanged sentences

balance sheets.

No impairment has been recorded for the three months ended December 31, 2023.

No impairment has been recorded for the three and six months ended March 31, 2024.

assets consisted of the following:

SCHEDULE OF OTHER ASSETS

in Masterpiece VR

Demonstration

equipment supplied to resellers

OF OTHER ASSETS

March 31, 2024

September 30, 2023

Rental deposits

Investment in Masterpiece VR

Other deposits

Demonstration equipment supplied to resellers

Other assets total

15 – ACCRUED EXPENSES

expenses consisted of the following:

SCHEDULE OF ACCRUED EXPENSES

expenses total

OF ACCRUED EXPENSES

March 31, 2024

September 30, 2023

Accrued expenses

Accrued payable on inventory in transit

Accrued payroll

Accrued warranty

Accrued expenses total

16 – DEFERRED REVENUE

Company’s deferred revenue as of and for the three months ended December 31, 2023, and 2022, were as follows:

SCHEDULE OF DEFERRED REVENUE

the three months ended

revenue at beginning of period

software revenues

revenue at end of period

current portion

Company’s deferred revenue as of and for the three and six months ended March 31, 2024, and 2023, were as follows:

OF DEFERRED REVENUE

For the three months ended

For the six months ended

March 31, 2024

March 31, 2023

March 31, 2024

March 31, 2023

Deferred revenue at beginning of period

Net additions:

Deferred software revenues

Recognized as revenue:

Deferred software revenues

( 1,399,492 )

( 1,117,705 )

Deferred revenue at end of period

For the three months ended December 31, 2023 and 2022, the Company recognized revenue of $ 608,843 and $ 506,185 , respectively, that was

previously included in the beginning balance of deferred revenues.

current portion

Long-term deferred revenue at end of period

the three and six months ended March 31, 2024 and 2023, the Company recognized revenue of $ 608,808 , and $ 483,296 , and $ 1,043,281 and

$ 963,674 , respectively, that was previously included in the beginning balance of deferred revenues.

17 – CONTRACT ASSETS AND LIABILITIES

7 unchanged sentences

as of a given date exceeds cumulative billings and unbilled receivables to the customer under the contract are reflected as a current

asset in the balance sheets under the caption “Contract assets.” Amounts by which cumulative billings to the customer under

a contract as of a given date exceed cumulative contract revenue recognized are reflected as a current liability in the balance sheets

under the caption “Contract liabilities.” Conditional retainage represents the portion of the contract price withheld until

the work is substantially complete for assurance of the Company’s obligations to complete the job.

asset in the condensed consolidated balance sheets under the caption “Contract assets.” Amounts by which cumulative billings

to the customer under a contract as of a given date exceed cumulative contract revenue recognized are reflected as a current liability

in the condensed consolidated balance sheets under the caption “Contract liabilities.” Conditional retainage represents the

portion of the contract price withheld until the work is substantially complete for assurance of the Company’s obligations to complete

following is a summary of the Company’s uncompleted contracts:

SCHEDULE OF CONTRACT ASSETS AND LIABILITIES

incurred on uncompleted contracts

billings to date

OF CONTRACT ASSETS AND LIABILITIES

March 31, 2024

September 30, 2023

Costs incurred on uncompleted contracts

Estimated gross profit

Applicable billings to date

( 14,318,721 )

1 unchanged sentence

Net billings in excess of costs, Ending balance

$ ( 886,706 )

in the accompanying balance sheet under the following captions

in excess, net

retainage, net

contract assets , net

contract liabilities

$ ( 988,725 )

$ ( 980,319 )

in the accompanying balance sheet under the following captions

Contract assets, net

Costs in excess, net

Total contract assets, net

Contract liabilities

Billings in excess

( 1,407,878 )

Total contract liabilities

$ ( 1,407,878 )

$ ( 369,890 )

the three months ended December 31, 2023 and 2022, the Company recognized revenue of $ 791,161 and $ 352,847 , respectively, that was

previously included in the beginning balance of contract liabilities.

the three and six months ended March 31, 2024 and 2023, the Company recognized revenue of $ 95,759 and $ 9,030 , and $ 886,920 and $ 361,887 ,

respectively, that was previously included in the beginning balance of contract liabilities.

18 – RELATED PARTY TRANSACTIONS

2 unchanged sentences

On July 31, 2022, the Company negotiated

a payment agreement surrounding the sale of Griffin Filters, LLC, and other liabilities due to the Company .

totaling $ 761,585 .

a payment agreement surrounding the sale of Griffin Filters, LLC, and other liabilities due to the Company totaling $ 761,585 .

This agreement

is in the form of a secured promissory note earning interest at a rate of 5 % per annum and matures on July 31, 2024 .

of December 31, 2023, and September 30, 2023, there was $ 3,811

payable due to Ducon Technologies, Pvt Ltd., which is also owned by Aron Govil, respectively.

of December 31, 2023, and September 30, 2023, there was $ 638,207 and $ 637,208 receivable due from Ducon Technologies, Pvt Ltd., respectively.

As of March 31,

2024, $ 64,808 of accrued interest has been recorded as an expected credit loss against this note.

of March 31, 2024, and September 30, 2023, there was $ 3,798 and $ 3,806 payable due to Ducon Technologies, Pvt Ltd., which is also owned

by Aron Govil, respectively.

of March 31, 2024, and September 30, 2023, there was $ 635,956 and $ 637,208 receivable due from Ducon Technologies, Pvt Ltd., respectively.

November 22, 2022, the Company entered into two Asset Purchase Agreements and one Simple Agreement for Future Equity (“SAFE”)

7 unchanged sentences

Govil shall be obligated to pay the difference between $820,000 and the royalties paid.

The first Royalty payment is due by March 30, 2024.

Cemtrex Advanced Technologies, Inc.

was purchased for $10,000 in cash, 5% royalty

of all revenues on the Business to be paid 90 days after the end of each calendar year for the next 5 years, and $1,600,000 in SAFE (common

equity) at any subsequent fundraising or exit above $5,000,000 with a $10,000,000 cap.

Subsequent to the sale of Cemtrex Advanced Technologies,

was purchased for $10,000 in cash, 5% royalty of all revenues on the Business to be paid 90 days

after the end of each calendar year for the next 5 years, and $1,600,000 in SAFE (common equity) at any subsequent fundraising or exit

above $5,000,000 with a $10,000,000 cap.

Subsequent to the sale of Cemtrex Advanced Technologies, Inc.

the business has ceased operations .

The Company has recognized no gain in relation to the 5 % royalties.

of December 31, 2023, there was $ 638,485 in trade receivables due from these companies.

Of these receivables $ 133,778 are related to

costs paid by Cemtrex related to payroll during the transition of employees to the new company and subscription services that are set

up on auto pay with a credit card.

The remaining $ 504,707 is related to services provided by Cemtrex Technologies Pvt.

in the normal

course of business.

As of December 31, 2023, there were $ 64,919 in payables due to these companies.

of December 31, 2023, there were royalties receivable from the sale of Cemtrex, XR, Inc.

the three and six months ended March 31, 2024, the Company wrote off $ 94,027 in trade receivables, related party and $ 59,703 in trade

payables, related party related to the Cemtrex Advanced Technologies, Inc.

successor company, SmartDesk, Inc.

of March 31, 2024, there was $ 583,340 in trade receivables due from the Cemtrex XR successor company, CXR, Inc.

Of these receivables

$ 60,628 are related to costs paid by Cemtrex related to payroll during the transition of employees to the new company and subscription

services that are set up on auto pay with a credit card.

The remaining $ 522,712 is related to services provided by Cemtrex Technologies

in the normal course of business.

As of March 31, 2024, there were $ 5,416 in payables due to CXR Inc.

of March 31, 2024, there were royalties receivable from the sale of Cemtrex, XR, Inc.

of $ 700,456 ,

of which $ 220,000 is considered short-term and is presented on the Company’s Condensed Consolidated Balance Sheet under the

caption “Trade receivables, net – related party”.

of which $ 260,407

is considered short-term and is presented on the Company’s Condensed Consolidated Balance Sheet under the caption “Trade

receivables, net – related party”.

On April 13, 2024, the Company and CXR, Inc.

agreed to structured payments on the

first-year royalties with full payment being made by December 31, 2024.

The Company has taken a $ 10,000

allowance for expected credit losses against these royalties.

Company is party to contracts where we lease property from others under contracts classified as operating leases.

2 unchanged sentences

The weighted average remaining term of our operating leases was

approximately 2.75 years

at December 31, 2023, and 3

years at September 30, 2023.

Lease liabilities were $ 2,155,559

with $ 728,875

classified as short-term at December 31, 2023,

and $ 2,348,689 with

classified as short-term at September 30, 2023.

The weighted average discount rate used to measure lease liabilities was approximately

at December 31, 2023, and September 30, 2023.

The Company used the rate implicit in the lease, where known, or its incremental borrowing

rate as the rate used to discount the future lease payments.

Cash used by operating leases were $ 193,130 , and $ 132,963 for the three months ended December 31, 2023 and 2022.

The Company has elected not to recognize lease assets and liabilities for leases with a term of 12 months or less.

approximately 3.5 years at March 31, 2024, and 3 years at September 30, 2023.

The weighted average discount rate used to measure lease

liabilities was approximately 6.45 % at March 31, 2024, and 5.66 % at September 30, 2023.

The Company used the rate implicit in the lease,

where known, or its incremental borrowing rate as the rate used to discount the future lease payments.

Company has elected not to recognize lease assets and liabilities for leases with a term of 12 months or less.

Company’s corporate segment leases approximately 100 square feet of office space in Brooklyn, NY on a month-to-month lease at a

rent of $ 600 per month.

Short-term rent expense was $ 1,800 for the three months ended December 31, 2023.

Short-term rent expense was $ 3,600 for the six months ended March 31, 2024, and $ 600 for the six months ended

March 31, 2023.

Company’s security segment leases approximately 1,037 square feet of office space in Clovis, CA on a month-to-month lease at a

rent of $ 5,487 per month.

Short-term rent expense was $ 16,461 for the three months ended December 31, 2023.

reconciliation of undiscounted cash flows to operating lease liabilities recognized in the condensed consolidated balance sheet at December

Short-term rent expense was $ 30,362 for the six months ended March 31, 2024.

reconciliation of undiscounted cash flows to operating lease liabilities recognized in the condensed consolidated balance sheet at March

31, 2024, is set forth below:

OF RECONCILIATION OF UNDISCOUNTED CASH FLOWS TO OPERATING LEASE LIABILITIES

ending September 30,

lease payments

representing interest

lease payments

costs for the three months ended December 31, 2023, and 2022 are set forth below:

Years ending September 30,

Operating Leases

Undiscounted lease payments

Amount representing interest

Discounted lease payments

costs for the three and six months ended March 31, 2024, and 2023 are set forth below:

OF LEASE COSTS

the three months ended

For the three months ended

For the six months ended

Operating lease costs

Short-term lease costs

Total lease cost

20 – LINES OF CREDIT AND LONG-TERM LIABILITIES

line of credit

October 5, 2023, the Company obtained a revolving line of credit in the amount of $ 5,000,000

from Pathward, N.A..

The interest rate will be a rate which is equal to three percentage points ( 3 %)

in excess of that rate shown in the Wall Street Journal as the prime rate (the “Effective Rate”) and matures twenty-four

months from the closing date.

This loan is secured by the Company’s eligible accounts receivable and eligible finished goods

The Company’s ability to borrow against the line of credit is limited by the value of the eligible assets.

December 31, 2023, the Company had enough eligible assets to access the full credit line.

The Company was in compliance with all

loan covenants as of December 31, 2023.

The funds were used to pay the NIL Funding term loan and will fund operations of the Vicon

As of December 31, 2023, this loan had a balance of $ 3,357,324 ,

with $ 54,400

of unamortized loan origination fees, which is included in “Prepaid expenses” on the accompanying Condensed Consolidated

Balance Sheet.

There were $ 1,642,676

in available funds as of December 31, 2023.

October 5, 2023, the Company obtained a revolving line of credit in the amount of $ 5,000,000 from Pathward, N.A..

The interest rate will

be a rate which is equal to three percentage points ( 3 %) in excess of that rate shown in the Wall Street Journal as the prime rate (the

“Effective Rate”) and matures twenty-four months from the closing date.

This loan is secured by the Company’s eligible

accounts receivable and eligible finished goods inventory.

The Company’s ability to borrow against the line of credit is limited

by the value of the eligible assets.

As of December 31, 2023, the Company had enough eligible assets to access the full credit line.

The Company was in compliance with all loan covenants as of March 31, 2024.

The funds were used to pay the NIL Funding term loan and

will fund operations of the Vicon entity.

As of March 31, 2024, this loan had a balance of $ 4,019,234 , with $ 36,267 of unamortized loan

origination fees, which is included in “Prepaid expenses” on the accompanying Condensed Consolidated Balance Sheet.

were $ 980,766 in available funds as of March 31, 2024.

August 31, 2023, the Company and Streeterville Capital, LLC entered into a standstill agreement for the two notes held by Streeterville

7 unchanged sentences

OF LINES OF CREDIT AND LIABILITIES

Bank - $ 360,000 fund equipment for AIS.

The Company was in compliance with loan covenants as of December 31, 2023.

This loan is secured

by certain assets of the Company.

plus 2.37 % ( 7.75 % as of December 31, 2023 and 7.68 % as of September 30, 2023).

Bank mortgage $ 2,476,000 .

The Company was in compliance with loan covenants as of December 31, 2023.

This loan is secured by the

underlying asset.

plus 2.62 % ( 8.00 % on December 31, 2023 and ( 7.93 % on September 30, 2023).

Bank (HEISEY) - $ 1,200,000 mortgage loan;

requires monthly principal and interest payments through August 1, 2043 with a final payment

of remaining principal on September 1, 2043;

The loan is collateralized by 615 Florence Street and 740 Barber Street and guaranteed

by AIS and Cemtrex.

plus 2.80 % per annum ( 8.18 % as of December 31, 2023 and 8.11 % as of September 30, 2023).

Bank (HEISEY) - $ 2,160,000 .

September 30,

Interest Rate

Fulton Bank - $ 360,000 fund equipment for AIS.

The Company was in compliance with loan covenants as of March 31, 2024.

This loan is secured by certain assets of the Company.

SOFR plus 2.37 % ( 7.71 % as of March 31, 2024 and 7.68 % as of September 30, 2023).

Fulton Bank - $ 360,000 fund equipment for AIS.

The Company was in compliance with loan covenants as of March 31, 2024.

This loan is secured by certain assets of the Company.

SOFR plus 2.37 % ( 7.71 % as of March 31, 2024 and 7.68 % as of September 30, 2023).

Fulton Bank mortgage $ 2,476,000 .

The Company was in compliance with loan covenants as of March 31, 2024.

This loan is secured by the underlying asset.

SOFR plus 2.62 % ( 7.96 % on March 31, 2024 and ( 7.93 % on September 30, 2023).

Fulton Bank (HEISEY) - $ 1,200,000 mortgage loan;

requires monthly principal and interest payments through August 1, 2043 with a final payment of remaining principal on September 1, 2043;

The loan is collateralized by 615 Florence Street and 740 Barber Street and guaranteed by AIS and Cemtrex.

SOFR plus 2.80 % per annum ( 8.14 % as of March 31, 2024 and 8.11 % as of September 30, 2023).

Fulton Bank (HEISEY) - $ 2,160,000 .

promissory note related to purchase of Heisey;

requires 84 monthly principal and interest payments;

note is collateralized by the Heisey assets and guaranteed by the Parent;

The note is collateralized by the Heisey assets and guaranteed by the Parent;

matures in 2030.

plus 2.80 % per annum ( 8.18 % as of December 31, 2023 and 8.11 % as of September 30, 2023).

payable - $ 5,755,000 - Less original issue discount $ 750,000 and legal fees $ 5,000 , net cash received $ 5,000,000 Unamortized original

issue discount balance of $ 0 , as of December 31, 2023 and September 30, 2023.

payable - $ 9,205,000 .

SOFR plus 2.80 % per annum ( 8.14 % as of March 31, 2024 and 8.11 % as of September 30, 2023).

Note payable - $ 5,755,000 - Less original issue discount $ 750,000 and legal fees $ 5,000 , net cash received $ 5,000,000 Unamortized original issue discount balance of $ 0 , as of March 31, 2024 and September 30, 2023.

Note payable - $ 9,205,000 .

Less original issue discount $ 1,200,000 and legal fees $ 5,000 ,net cash received $ 8,000,000 .

28,572 shares of

common stock valued at $ 700,400 recognized as additional original issue discount.

Unamortized original issue discount balance of

$ 0 as of December 31, 2023 and September 30, 2023.

Payable - $ 240,000 For the purchase of Heisey Mechanical, Ltd.

Loan Agreement with NIL Funding Corporation (“NIL”) - $ 5,600,000 The Company was in compliance with loan covenants as

of September 30, 2023.

Protection Program loan - $ 121,400 - The issuing bank determined that this loan qualifies for loan forgiveness;

however the Company

is awaiting final approval from the Small Business Administration.

License Agreement - $ 1,125,000 , for the purchase of software source code for use in our Security segment products

Bank Auto Loan - $ 28,331 , for the purchase of automobile at India office.

Monthly payments of ₹ 65,179 ($ 784.89 as translated

as of December 31, 2023).

28,572 shares of common stock valued at $ 700,400 recognized as additional original issue discount.

Unamortized original issue discount balance of $ 0 as of March 31, 2024 and September 30, 2023.

Note Payable - $ 240,000 For the purchase of Heisey Mechanical, Ltd.

Term Loan Agreement with NIL Funding Corporation (“NIL”) - $ 5,600,000 The Company was in compliance with loan covenants as of September 30, 2023.

Paycheck Protection Program loan - $ 121,400 - The issuing bank determined that this loan qualifies for loan forgiveness;

however the Company is awaiting final approval from the Small Business Administration.

Software License Agreement - $ 1,125,000 , for the purchase of software source code for use in our Security segment products

HDFC Bank Auto Loan - $ 28,331 , for the purchase of automobile at India office.

Monthly payments of ₹ 65,179 ($ 784.89 as translated as of March 31, 2024).

Automobile is collateral for this loan.

Total secured liabilities

Current maturities

( 14,507,711 )

Unamortized original issue discount

liabilities, Long Term

Long-term debt

21 – STOCKHOLDERS’ EQUITY

Company is authorized to issue 10,000,000 shares of Preferred Stock, $ 0.001 par value.

As of December 31, 2023, and September 30, 2023,

there were 2,458,053 and 2,343,016 shares issued and 2,393,953 and 2,278,916 shares outstanding, respectively.

1 Preferred Stock

the three months ended December 31, 2023, 115,037 shares of Series 1 Preferred Stock were issued to pay dividends to holders of Series

1 Preferred Stock.

of December 31, 2023, and September 30, 2023, there were 2,408,053 and 2,293,016 shares of Series 1 Preferred Stock issued and 2,343,953

Company’s Series 1 Preferred Stock was suspended from the Nasdaq Capital Market on January 22, 2024.

The Series 1 Preferred Stock

is now quoted on the OTC Markets under the symbol “CETXP.”

informed the Company that Nasdaq will complete the delisting by filing a Form 25 Notification of Delisting with the SEC following the

lapse of applicable appeal periods.

The Company does not intend to appeal the Panel’s decision.

The Form 25 was filed on March

The deregistration of the Company’s Series 1 Preferred Stock under Section 12(b) of the Exchange Act will be effective

for 90 days, or such shorter period as the SEC may determine, after filing of the Form 25.

the six months ended March 31, 2024, 115,037 shares of Series 1 Preferred Stock were issued to pay dividends to holders of Series 1 Preferred

the six months ended March 31, 2024, the Company has bought back 71,951 shares into treasury for $ 69,705 under the Share Repurchase Program

approved on August 22, 2023, that allows the Company to repurchase shares of the Series 1 Preferred Stock through various means, including

through privately negotiated transactions and through an open market program.

of March 31, 2024, and September 30, 2023, there were 2,408,053 and 2,293,016 shares of Series 1 Preferred Stock issued and 2,272,002

and 2,228,916 shares of Series 1 Preferred Stock outstanding, respectively.

C Preferred Stock

of December 31, 2023, and September 30, 2023, there were 50,000 shares of Series C Preferred Stock issued and outstanding.

Company is authorized to issue 50,000,000 shares of common stock, $ 0.001 par value.

As of December 31, 2023, there were 1,055,636 shares

issued and outstanding and at September 30, 2023, there were 1,045,783 shares issued and outstanding.

the three months ended December 31, 2023, 9,853 shares of the Company’s common stock have been issued in exchange for services

valued at $ 40,000 .

the six months ended March 31, 2024, 9,853 shares of the Company’s common stock have been issued in exchange for services valued

at $ 40,000 .

22 – SHARE-BASED COMPENSATION

the three months ended December 31, 2023, and 2022, the Company recognized $ 7,557 and $ 39,842 of share-based compensation expense on

its outstanding options, respectively.

As of December 31, 2023, $ 55,748 of unrecognized share-based compensation expense is expected

to be recognized over a period of two years.

Future compensation amounts will be adjusted for any change in estimated forfeitures.

the three months ended December 31, 2023, no options were granted, cancelled, or forfeited.

the three and six months ended March 31, 2024, and 2023, the Company recognized $ 7,558 and $ 26,735 and $ 15,116 and $ 66,577 of share-based

compensation expense on its outstanding options, respectively.

As of March 31, 2024, $ 48,189 of unrecognized share-based compensation

expense is expected to be recognized over a period of two years.

Future compensation amounts will be adjusted for any change in estimated

the six months ended March 31, 2024, no options were granted, cancelled, or forfeited.

23 – COMMITMENTS AND CONTINGENCIES

Company’s Industrial Services segment leases approximately 15,500 square feet of warehouse space in Emigsville, PA from a third

party in a three-year lease at a monthly rent of $ 4,555 expiring on August 31, 2025 .

Company’s Security segment leases (i) approximately 6,700 square feet of office and warehouse space in Pune, India from a third

party in an five year lease at a monthly rent of $ 6,453 (INR 456,972 ) expiring on February 28, 2024 , (ii) approximately 30,000 square

feet of office and warehouse space in Hauppauge, New York from a third party in a seven-year lease at a monthly rent of $ 28,719 expiring

on March 31, 2027 , (iii) approximately 9,400 square feet of office and warehouse space in Hampshire, England in a fifteen-year lease

with at a monthly rent of $ 7,329 (£ 5,771 ) which expires on March 24, 2031 and contains provisions to terminate in 2026.

time to time, the Company and its subsidiaries are involved in legal proceedings that are incidental to the operation of our business.

5 unchanged sentences

24 – SUBSEQUENT EVENTS

from NASDAQ Capital Market and Repurchase of Series 1 Preferred Stock

to the balance sheet date, the Company has bought back 71,951 shares for $ 69,705 under the Share Repurchase Program approved on August

22, 2023, that allows the Company to repurchase shares of the Series 1 Preferred Stock through various means, including through privately

negotiated transactions and through an open market program.

This action proved ineffective to meet the Minimum Bid Price Requirement.

Company’s Series 1 Preferred Stock was suspended from the Nasdaq Capital Market on January 22, 2024.

The Series 1 Preferred Stock

is now quoted on the OTC Markets under the symbol “CETXP.”

informed the Company that Nasdaq will complete the delisting by filing a Form 25 Notification of Delisting with the SEC following the

lapse of applicable appeal periods.

The Company does not intend to appeal the Panel’s decision.

After the Form 25 is filed, the

delisting will become effective 10 days later.

The deregistration of the Company’s Series 1 Preferred Stock under Section 12(b)

of the Exchange Act will be effective for 90 days, or such shorter period as the SEC may determine, after filing of the Form 25.

of Registration Statement on Form S-1

January 17, 2024, the Company filed a preliminary Prospectus on Form S-1 to register shares of our common stock and common stock warrants

for sale through a placement agent.

April 5, 2024, 120,725 shares of Series 1 Preferred Stock were issued to pay dividends to holders of Series 1 Preferred Stock.

of the Series 1 Preferred Stock are entitled to receive dividends at the rate of 10 % annually, based on the $ 10.00 per share Preference

Amount, payable semiannually.

April 8, 2024, the Company issued an aggregate of 1,946 shares of common stock in exchange for services valued at $ 9,000 .

April 8, 2024, the Company cancelled 71,951 shares of Series 1 Preferred Stock that were in Treasury Stock.

April 13, 2024, the Company and CXR, Inc.

agreed to structured payments on the first-year royalties with full payment being made by December

April 30, 2024, the Company entered into a Standstill Agreement (the “Agreement”) with Streeterville Capital, LLC (“Streeterville”).

Pursuant to the Agreement, Streeterville agreed not to seek to redeem any portion of its two outstanding notes with the Company, dated

September 20, 2021 and February 22, 2022, for a period of one year (the “Standstill Period”) and Streeterville further agreed

to extend the maturity dates on the notes to June 30, 2025 and February 22, 2026, respectively.

In exchange, the Company agreed to pay

to Streeterville the greater of $ 4,000,000 or fifty percent ( 50 %) of the net proceeds the Company receives from the sale of any of its

common stock or preferred stock during the Standstill Period.

Any payments made will be deemed payments under the notes.

On May 6, 2024,

the Company paid $ 4,588,897 pursuant to the Agreement.

agreement and public offering

May 1, 2024, the Company entered into an underwriting agreement (the “Underwriting Agreement”) with Aegis Capital Corp.

“Underwriter”), in connection with a firm commitment underwritten public offering (the “Offering”) of (i) 554,705

units (the “Common Units”), each consisting of one share of common stock of the Company (“common stock”), a warrant

to purchase one share of common stock at an exercise price of $.085 per share or pursuant to an alternative cashless exercise option

(described below), which warrant will expire on the two-and-a-half year anniversary of the original issuance date (the “Series

A Warrants”) and a warrant to purchase one share of common stock at an exercise price of $0.85 per share, which warrant will expire

on the five-year anniversary of the original issuance date (the “Series B Warrants” and together with the Series A Warrants,

the “Warrants”);

and (ii) 11,210,000 pre-funded units (the “Pre-funded Units” and together with the Common Units,

the “Units”), each consisting of one pre-funded warrant to purchase one share of common stock (the “Pre-funded Warrants”),

a Series A Warrant and a Series B Warrant.

The purchase price of each Unit was $0.85, and the purchase price of each Pre-Funded Unit

was $0.849 (which is equal to the public offering price per Common Unit to be sold in the Offering minus $0.001).

The Pre-Funded Warrants

are immediately exercisable and may be exercised at any time until all of the Pre-Funded Warrants are exercised in full.

addition, the Company granted the Underwriter a 45-day option to purchase additional 1,764,705 shares of common stock and/or Pre-Funded

Warrants, representing up to 15 % of the number of common stock and Pre-Funded Warrants sold in the Offering, and/or additional 1,764,705

Series A Warrants representing up to 15 % of the Series A Warrants sold in the Offering, and/or additional 1,764,705 Series B Warrants

representing up to 15 % of the Series B Warrants sold in the Offering solely to cover over-allotments, if any.

Offering closed on May 3, 2024.

An aggregate of 11,764,705 Units (which includes 554,705 shares of common stock) and 11,210,000 Pre-Funded

Units (which includes 11,210,000 Pre-Funded Warrants) were sold in the Offering.

On May 3, 2024, the Underwriter partially exercised

its over-allotment option with respect to 1,764,705 Series A Warrants and 1,764,705 Series B Warrants.

The aggregate gross proceeds to

the Company were approximately $ 10,035,000 , before deducting underwriting discounts and other estimated expenses payable by the Company.

the terms of the Underwriting Agreement, the Underwriter received an underwriting discount of 7.0% to the public offering price for the

In addition, the Company agreed to (a) pay a non-accountable expense allowance to the Underwriter equal to 0.5% of the gross proceeds

received in this Offering and (b) to reimburse the Underwriter for certain out-of-pocket expenses, including, but not limited to, up

to $100,000 for reasonable legal fees and disbursements for the Underwriter’s counsel.

of First Refusal

to certain conditions, the Company has granted the Underwriter the right of first refusal with respect to certain transactions and for

the duration described below.

for the period beginning on the closing of the Offering and ending fifteen (15) months after the commencement of sales in the offering,

the Company or any of its subsidiaries (a) decides to finance or refinance any indebtedness, the Underwriter (or any affiliate designated

by the Underwriter) shall have the right to act as sole book-runner, sole manager, sole placement agent or sole agent with respect to

such financing or refinancing;

or (b) decides to raise funds by means of a public offering (including at-the-market facility) or a private

placement or any other capital raising financing of equity, equity-linked or debt securities, the Underwriter (or any affiliate designated

by the Underwriter) shall have the right to act as sole book-running manager, sole underwriter or sole placement agent for such financing.

If the Underwriter or one of its affiliates decides to accept any such engagement, the agreement governing such engagement will contain,

among other things, provisions for customary fees and terms for transactions of similar size and nature, including indemnification, which

are appropriate to such a transaction.

Notwithstanding

the foregoing, the decision to accept the engagement shall be made by the Underwriter or one of its affiliates, by a written notice to

the Company, within ten (10) days of the receipt of the Company’s notification of financing needs, including a detailed term sheet.

The Underwriter’s determination of whether in any case to exercise its right of first refusal will be strictly limited to the terms

on such term sheet, and any waiver of such right of first refusal shall apply only to such specific terms.

If the Underwriter waives

its right of first refusal, any deviation from such terms shall void the waiver and require the Company to seek a new waiver from the

right of first refusal.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements